Auditor Report of Natraj Proteins Ltd.

Mar 31, 2015

We have audited the attached financial statements of Natraj Proteins Ltd which comprise of the Balance Sheet as at 31.03.2015 the Statement of Profit and Loss for the year ended on 31-3-2015 and Cash Flow statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the matters stated in section 134(5) of the Companies Act 2013 (the Act) with respect to preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent and the design, implementation and maintenance of internal control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and Rules made there under. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India as specified under section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error. In making those risk assessments, the auditors considers internal controls relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information as required by the Act in the manner so required and give a true and fair view in conformity with the Accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31.03.2015.

ii) In the case of Statement of Profit and Loss , of the Profit of the company for the year ending 31.03.2015.

iii) In the case of Cash Flow Statement of the cash flows, of the Company for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order 2015 issued by the Central Government of India in terms of sub section (11) of Section 143 of the Act, we enclose in the annexure a statement of the matters specified in the paragraph 4 and 5 of the said order.

2. As required by section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, the Company has kept proper books of accounts as required by law so far as appears from our examination of those books.

c) The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet, Profit & loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014

e) On the basis of written representations received from the Directors of the company as on 31st March, 2015, and taken on record by the Board of Directors, none of the director is disqualified as on 31st March 2015 from being appointed as a director in terms of section 164(2) of the Act.

f) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014, in our opinion and to the best of our information and according to the explanations given to us :

1. The company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer note No B 1(a), (b), (c) and (d) to the financial statements.

2. The company does not have any long term contracts or long term derivative contracts and there is no requirement of making any provision on such contracts/derivatives.

3. There is no incidence of any requirement of transfer any amount to the Investor Education and Protection Fund by the company during the year.



ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENT OF OUR REPORT

[Referred to in our Report of even date on the Accounts of NATRAJ PROTEINS LTD. as at and for the year ended 31st March 2015]

1. (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management in accordance with regular programme of verification, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

2. (a) The management has conducted Physical verification of inventories at all its locations at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by management are in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. (a) The company has not granted any loan secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act 2013.

(b) There is no overdue amount of loans granted to companies or firms or other parties in the register maintained under section 189 of the Companies Act, 2013

4. In our opinion, and according to the information and explanation given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and Services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in the internal control in respect of these areas.

5. The company has not accepted any deposits from the public.

6. We have broadly reviewed the books of account maintained by the company pursuant to rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act 2013 for the products of the company and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of the same.

7. (a). The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities to the extent applicable.

According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were in arrears, as at 31st March 2015, for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, and as per the records of the company, income tax, sales tax, service tax, custom duty, excise duty, Mandi tax and Cess which have not been deposited on account of dispute are given below :

Name of the Statue Nature of the dues Disputed Amount (Rs. in lacs)

Income Tax Income Tax 15.90



Income Tax Income Tax 5.21

M.P VAT Act 2002 VAT ACT 6.32

M.P VAT Act 2002 VAT ACT 4.70





Name of the Statue Period to which Forum where the it relates dispute is pending

Income Tax 1994-95, 1995-96, Before Settlement 1996-97 Commission, Petition has been filed with M.P.High Court for stay

Income Tax 2009-10 AY 2010-11 Before Appellate Commissioner, Bhopal

M.P VAT Act 2002 2006-2007 M.P Commercial Tax, Appellate Board, Bhopal

M.P VAT Act 2002 2011-2012 Commissioner Appeals

8. The company does not have any accumulated losses at the end of the financial year and it has not incurred cash losses in the year under report and in the immediately preceding financial year.

9. Based on our audit procedures, and as per the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank. The company has not issued any debentures.

10. According to the information and explanations given to us the Company has not given any guarantee for loans taken by other from banks and financial institutions.

11. As per the records produced, the term loans have been applied for the purpose for which such loans were obtained.

12. Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management we report that no frauds on or by the company have been noticed or reported during the course of our audit.

For BHUTORIA GANESAN & CO. Chartered Accountants Firm Reg No: 004465C

R.GANESAN S-9, Thadaram Complex, PARTNER 209A, Zone I, M.P.Nagar, BHOPAL M.NO 26164 Date: 30-05-2015

---

Mar 31, 2014

We have audited the attached financial statements of Natraj Proteins Ltd which comprise of the Balance Sheet as at 31.03.2014 the Statement of Profit and Loss for the year ended on 31-3-2014 and Cash Flow statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error. In making those risk assessments, the auditors considers internal controls relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information as required by the Act in the manner so required and give a true and fair view in conformity with the Accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31.03.2014.

ii) In the case of Statement of Profit and Loss , of the Profit of the company for the year ending 31.03.2014.

iii) In the case of Cash Flow Statement of the cash flows, of the Company for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order 2003 as amended by Companies (Auditor''s Report) (Amendment) order, 2004, issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement of the matters specified in the paragraph 4 and 5 of the said order.

2. As required by section 227(3) of the Act we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, the Company has kept proper books of accounts as required by law so far as appears from our examination of those books.

c) The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet, Profit & loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in section 211(3C) of the Companies Act 1956.

e) On the basis of written representations received from Directors of the company as on 31st March, 2014, and taken on record by the Board of Directors, none of the director is disqualified as on 31st March 2014 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act 1956, nor has it issued any Rules under the said section prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT [Referred to in our Report of even date on the Accounts of NATRAJ PROTEINS LTD. as at and for the year ended 31st March 2014]

1. (a). The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) . The fixed assets have been physically verified by the management in accordance with regular programme of verification, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Discrepancies have been appropriately dealt with in the books of account.

(c) . The Company has not disposed off any substantial part of fixed assets during the year.

2. (a). The management has conducted Physical verification of inventories at all its locations at reasonable intervals during the year.

(b) . The procedures of physical verification of inventory followed by management are in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business.

(c) . The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. The company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (e) to (g) of the said order is not applicable.

4. In our opinion, and according to the information and explanation given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and Services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in the internal control in respect of these areas.

5. (a). As per the information and explanations given to us the transactions needed to be entered into a register in pursuance of section 301 of the Companies Act,1956 have been entered.

(b). As per the information and explanations given to us the transactions have been carried out at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public during the year, within the meaning of sec 58A of the companies Act 1956. The directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under, where applicable, have been complied with. No order has been passed by the company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal against the company in this regard.

7. In our opinion, the company has an internal audit System However the same has to be strengthened in commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the company pursuant to rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained . We have not, however made a detailed examination of the same.

9. (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities to the extent applicable.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were in arrears, as at 31st march 2014, for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, and as per the records of the company, income tax, sales tax, service tax, custom duty, excise duty, Mandi tax and Cess which have not been deposited on account of dispute are given below :

Name of the Nature of the Disputed Period to Statue dues Amount which it (Rs. in relates lacs>

Income Tax Income Tax 15.90 1994-95, 1995-96,

1996-97

Income Tax Income Tax 5.21 2009-10

AY 2010-11

M.P VAT Act VAT ACT 6.32 2006- 2002 2007



Name of the Forum where the dispute is Statue pending

Income Tax Before Settlement Commission, Petition has been filed with M.P.High Court for stay

Income Tax Before Appellate Commissioner, Bhopal

M.P VAT Act 2002 M.P Commercial Tax, Appellate Board. Bhopal

10. The company does not have any accumulated losses at the end of the financial year and it has not incurred cash losses in the year under report and in the immediately preceding financial year.

11. Based on our audit procedures, and as per the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank. The company has not issued any debentures.

12. According to the information and explanations given to us and based on the documents and records produced to us the Company has not granted any loan and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of special statute applicable to chit fund, nidhi or mutual benefit fund/societies are not applicable to the company.

14. In our opinion the company is not dealing or trading in shares, securities, debentures and other investments and hence, the requirements of Para 4(xiv) of the above order are not applicable to the company.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. As per the records produced, the term loans have been applied for the purpose for which such loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow statement of the company, we report that funds raised on short-term basis have not been used for long term investment.

18. During the year the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956

19. There are no debentures issued by the company during the year that require creation of security or charge and therefore the requirement is not applicable.

20. During the year under audit, there was no public issue of shares.

21. Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management we report that no frauds on or by the company have been noticed or reported during the course of our audit.

For , BHUTORIA GANESAN & CO

Chartered Accountants Firm Reg No: 004465C

R.GANESAN

S-9, Thadaram Complex, PARTNER

209A, Zone I, M.P.Nagar, BHOPAL M.NO 26164

Date: 30-5-2014

---

Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS:

We have audited the attached financial statements ol Natraj Proteins Ltd which comprise of the Balance Sheet as at 31.03.2013 the Statement of Profit and Loss for the year ended on 31-3-2013 and Cash Flow statement for the year ended on that date and a summary ol significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act 1956. This responsibility includes thedesign, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibilityis to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error. In making those risk assessments, the auditors considers internal controls relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of thefinancial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according lo the explanations given to us, the financial statements give the information as required by ihe Act in the manner so required and give a true and fair view in conformity with the Accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31.03.2013.

ii} In the case of Statement of Profit and Loss, of the Profit of the company for the year ending 31.03.2013.

iii) In the case ofCash Flow Statement of the cash flows, of the Company fortheyear ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order 2003 as amended by Companies (Auditor''s Report) (Amendment) order, 2004, issued by the Central Government o1 India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement of the matters specified in the paragraph 4 and 5 ofthesaidorder.

2. As required by section 227(3) of the Act we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, the Company has kept proper books of accounts as required by law so far as appears from our examination of those books,

c) The Balance Sheet and Profit and Loss Account and Cash Row Statement dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet, Profit & loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in section 211 {3C) of the Companies Act 1956.

e) On the basis of written representations received from the Directors of the company as on 31 st March, 2013, and taken on record by the Board of Directors, none of the director is disqualified as on 31- March 2013from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 195^6.

f} Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A "of the Companies Act 1956, nor has it issued any Rules under the said section prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT

[Referred to in our Report of even date on the Accounts of NATRAJ PROTEINS LTD. as at and for the year ended 31s1 March 2013]

1. (a). The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b). The fixed-assets have been physically verified by the management in accordance with regular programme of verification, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Discrepancies have been appropriately dealt with in the books of account.

{c). The Company has not disposed off any substantia/ part of fixed assets during the year.

2. (a). The management has conducted Physical verification of inventories at all its locations at reasonable intervals during the year.

(b). The procedures of physical verification of inventory followed by management are in our opinion, reasonable and adequate in relation to the size of the company and the nature ot its business.

(c)The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification,

3. The company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordinlgy, the provisions ot clause 4{iii) (e)to (g) af the said order is not applicable.

4. In our opinion, and according to the information and explanation given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and Services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in the internal control in respect of these areas,

5. (a). As per the information and explanations given to us the transactions needed to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been entered.

{b). As per the information and explanations given to us the transactions have been carried out at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted deposils from the public during the year, within the meaning of section 5BA of the companies Act 1956. The directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under, where applicable, have been complied with. No order has been passed by the company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal against the company in this regard.

7. In our opinion, the company has an internal audit System However the same has to be strengthened in commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the company pursuant to rules made by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Companies Act 1956 and are of the opinion lhat prima facie, the prescribed accounts and records have been made and maintained . We have not, however made a detailed examination of the same,

9. (a). The company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities to the extent applicable.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were in arrears, as at 31st March 2013, for a period of more than six months from the date they become payable.

10. The company does not have any accumulated losses at the end of the financial year and it has not incurred cash losses in the year under report and in the immediately preceding financial year.

11. Based on our audit procedures, and as per the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank. The company has not issued any debentures.

12. According to the information and explanations given to us and based on the documents and records produced to us the Company has not granted any loan and advances on the basis of security by way of pledge of shares. debentures and other securities.

13. The provisions of special statute applicable to chit fund, nidhi or mutual benefit fund/societies are not applicable to the company.

14. In our opinion the company is not dealing or trading in shares, securities, debentures and other investments and hence, the requirements of Para 4(xiv) of the above order are not applicable to the company.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks orfinancial institutions.

16. As per the records produced, the term loans have been applied torthe purpose for which such loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow statement of the company, we report that funds raised on short-term basis have not been used for long term investment.

18. During the year the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. There are no debentures issued by the company during the year that require creation of security or charge and theretore the requirement is no1 applicable.

20. During the year under audit, there was no public issue of shares.

21. Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management we report that no frauds on or by the company have been noticed or reported during the course of our audit.

For. BHUTORIA GANESAN & CO

CHARTERED ACCOUNTANTS Firm Reg No: 004465C

R.GANESAN

PLACE: Bhopal PARTNER

Date: 30-5-2013 M.N026164

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Natraj Proteins Ltd. as at 31.03.2012 and the relative Statement of Profit and Loss for the year ended on 31-03-2012 and also cash flow statement for the year ended on that date. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall .presentation of, the .financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Audited report) Order 2003 as arnlrided by Companies (Auditor's Report) (Amendment) order, 2004, issuedWy the Central Governmegt of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement of the matters specified in the paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referr to above, we report as that;

i) We have obtained all the information and explanations which to the best of our knowledge and belief weis-necessary for purpose of our audit.

ii) In our opinion, the Comany has kept proper books jpccounts as required by law so far as appears from our examianation of those books.

iii) The Balance Sheet and Statement of profit and loss and Cash flow Statement dealt with by this report agreement with the books of accounts.

iv) In our opinion, the Bajarice Sheet, Prjij$i!& loss Account and Cashj|low Statement dealt with by this report coltiply with thifssAicounting Standards reflrred to in section 211(3C) of the Complies Act 1956.

v) On the basis of written representaiils received from the Direct of the company as on 31st March, 2012, .and taken on record by the Board of Directors, we report that none of the director is disqulified as an 31st March 2012 from being appointed as a director In terms of clause (g)of sub section (1) defection 274 djfithe Companies Act, 1956.

vi) In our opinion and to the best of our information and according to tip explanations given to us, the said statement of Accounts, read together with the "NOTES" thereon, gives information as required by the Companies Act, 1956 in the manner so required and give a true and fair view in'conformity with the Accounting principles generally accepted in India:

i) In the case of Balance Sheet of the state of affairs of the Company as at 31.03.2012.

ii) In the case of Statement of Profit and Loss, of the Profit of the company for the year ending 31.03.2012.

iii) In the case of Cash Flow Statement of the cash flows, of the Company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

[Referred to in our Report of even date on the Accounts of NATRAJ PROTEINS LTD. as at and for the year ended 31st March 2012]

1. (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management in accordance with regular programme of verification, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Discrepancies have been appropriately dealt with in the books of account.

(c) The Company has not disposed off any substantial part of fixed assets during the year.

2. (a) The management has conducted Physical verification of inventories at all its locations at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by management are in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining[Rroperf ecords. of irtM§s»t£Ky...and no rpaterial discrepancies were noticed on physical verification^

3. (a) The company has taken loans, unsecMre^lfrpRn companies, firms or other parties covered in the register maintained under section 301 of the' Companies Act, 1956. There me twenty two parties and amount involved isjRs. 152.03 Lacs.

(b) The rate of interest and other terms and conditions of unsecured loans taken by the company, are prima facie not prejudicial to the interest of thelflwnpany;

(c) The payment dfithe principal amount and interest are also regular;

(d) There is no overdue of more than one lacs.

4. In our opinion, arid according to the information and explanation given to us, there are adequate internal systems commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed Assets and for the goods and Services During the course of audit, we have noicome acroait^ny continuing-f^lUre to timtfect major weaknesses has been noticed in the internal control^ respect these areas.

5. (a) As per the information and explanations given to us the transactions needed to be entered into a register in pursuance of sectidn 301 of the companies Act, 1956 have been entered.

(b). As per the informationlpd explanations given to us the transactions have! been carried out at prices which are reasonable having regard to the prevalling market price at the relevant time.

6. The company has not accepted deposits from the public during the year, within the meaning of sec 58A of the companies Act 1956 attend the directives issued By the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under. No order has been passed by the company Law Board or National Company law TRibunal or reserve Bank of India or any court or any other tribunal in this respect.

7. In our opinion, the company has an internal audit System However the same has to be strengthened in commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Act, in respect of the company's products to which said rules are made applicable and are of the opinion that prima facie, the prescribed accounts and records have been maintained. Further that the Company's product are subject to the Cost Audit.

9. (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other Statutory Dues with the appropriate authorities to the extent applicable.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were in arrears, as at 31st March 2012, for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, and as per the records of the company, income tax, sales tax, service tax, custom duty, excise duty, Mandi tax and Cess which have not been deposited on account of dispute are given below :

Name of the Nature of the Disputed Period to Statue dues Amount (Rs.in which it lacs) relates

Income Tax Income Tax 15.90 1994-95 1995-96 1996-97

Entry tax Entry Tax 0.53 2006-2007

M.P VAT ACT VAT ACT 6.32 2006-2007

Name of the Forum where the dispute Statue is pending

Income Tax Before Settlement Commission, Petition has been filed with M.P.High Court for stay

Entry tax M.P.Commercial - Tax Appellate Board, Bhopal

M.P VAT ACT M.P Commercial Tax, Appellate Board, Bhopal

10. The company does not have any accumulated losses at the end of the financial year and it has not incurred cash losses in the year under report and in the immediately preceding financial year.

11. Besed on our audit procedures, and as per the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us and based on the documents and records produced to us the Company has not granted any loan and advances on the basis of security of by way of pledge of shares, debentures and other securities.

13. The provisions of special statute applicable to chit fund, nidhi or mutual benefit fund/societies are not applicable to the company.

14. In our opinion the company is not dealing or trading in shares, securities, debentures and other investments and hence, the requirements of Para 4(xiv) of the above order are not applicable to the company.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutioris.

16. As per the records produced, the term loans have been applied for the purpose for which such loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow statement of the company, we report that funds raised on short-term basis have not been used for long term investment.

18 During the year the company has not made-any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. There are no debentures issued by the company during the year that, require creation of security or charge and therefore the requirement is not applicable.:, *:

20. During the year under audit, there was no public issue of shares.

21. Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management we report that no frauds on or by the company have been noticed or reported during the course of our audit.

For BHUTOR1A GANESAN & CO

Chartered Accountants Firm Reg No: 004465C CA R.GOKULAKRISHNAN PARTNER M.NO 402792 PLACE: BHOPAL Date :25/08/2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Natraj Proteins Ltd as at 31.03.2010 and the relative Profit and Loss account for the year ended on 31-3-2010 and also cash flow statement for the year ended on that date. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion of these financial statements based on our audit

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order 2003 as amended by Companies (Auditors Report) (Amendment) order, 2004,issued by the Central Government of India in terms of sub section(4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement of the matters specified in the paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to above, we report as follows:

i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

ii) In our opinion proper books of accounts as required by law have been kept by the company so far as appears from our examination of such books.

iii) The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

iv) In our opinion, these financial statements have been prepared in compliance with the Accounting Standards referred to in section 211 (3C) of the Act.

v) On the basis of written representations received from the Directors of the company as on 31st March,2010, and

taken on record by the Board of Directors we report that prima facie none of the director is disqualified as on 31s1v1arch 2010 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us the said statement of Accounts read together with notes thereon gives information as required by the Companies Act, 1956 in the manner so required and give a true and fair view :

I) In the case of Balance Sheet of the state of affairs of the Company as at 31.03.2010.

ii) In the case of Profit and Loss Account, of the Profit of the company for the year ending 31.03.2010.

iii) In the case of Cash Flow Statement, of the cash flows, for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

1. (a). The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b). The fixed assets have been physically verified by the management in accordance with regular programme of verification, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Discrepancies have been appropriately dealt with in the books of account.

(c). There is no substantial disposal of fixed assets during the year.

2. (a). Physical verification of inventory has been conducted at reasonable intervals by the management;

(b). The procedures of physical verification of inventory followed by management reasonable and adequate in relation to the size of the company and the nature of its business.

(c). The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. (a). The company has taken loans, unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. There are Eighteen parties and amount involved is Rs.115.93 Lacs.

(b). The rate of interest and other terms and conditions of unsecured loans taken by the company, are prima facie not prejudicial to the interest of the company;

(c). The payment of the principal amount and interest are also regular;

(d) There is no overdue of more than one lacs.

4. In our opinion and according to the information and explanation given to us, there are adequate internal systems commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of audit, we have not come across any continuing failure to correct major weaknesses has been noticed in the internal control in respect of these areas.

5. (a). The transactions needed to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been entered.

(b). The transactions have been carried out at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public during the year, within the meaning of sec 58A of the companies Act 1956. The directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under, where applicable, have been complied with. No order has been passed by the company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

7. In our opinion, the company has an internal audit System However the same has to be strengthened in commensurate with its size and nature of its business.

8. The Central Govt, has not prescribed compulsory maintenance of cost records for the company.

9. (a). The company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities to the extent applicable. According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were in arrears, as at 31st march 2010, for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, and as per the records of the company, income tax, sales tax, service tax, custom duty, excise duty, Mandi tax and Cess which have not been deposited on account of dispute are given below :



Name of the Nature of the Amount (Rs. in Period to Forum where the dispute Statue dues lacs) which it is pending relates

Income Tax Income Tax 15.90 1994-95, Before Settlement 1995-96, Commission, Petition 1996-97 has been filed with M.P.High Court for stay

Income Tax Income Tax 10.49 Asst. Year Appeal Before CIT 1(A), 2004-2005 Bhopal.

Entry tax Entry Tax 0.62 2006-2007 M.P.Commercial Tax Appellate Board, Bhopal

M.PVAT Act VAT ACT 7.03 2006-2007 M.P Commercial Tax, 2002 Appellate Board. Bhopal



9. The company does not have any accumulated losses at the end of the financial year and it has not incurred cash losses in the year under report and in the immediately preceding financial year.

10. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

11. According to the information and explanations given to us and based on the documents and records produced to us the Company has not granted any loan and advances on the basis of security of by way of pledge of shares, debentures and other securities.

12. The provisions of special statute applicable to chit fund are not applicable to the company.

13. The company is not dealing or trading in shares, securities, debentures and other investments, hence relevant provision is not applicable to the company.

14. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

15. As per the records produced, the term loans have been applied for the purpose for which such loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow statement of the company, we report that funds raised on short-term basis have not been used for long term investment.

18. During the year the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. There are no debentures issued by the company during the year that require creation of security or charge and therefore the requirement is not applicable.

20. During the year under audit, there was no public issue of shares.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management we report that no frauds on or by the company have been noticed or reported during the course of audit.

For BHUTORIA GANESAN & CO

Chartered Accountants

FIRM REG No. 004465C

R.GOKULAKRISHNAN

PLACE: BHOPAL (PARTNER)

Date: 18-08-2010 M.No. 402792